##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended
    September 29, 2002.                                          
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from            to                                                

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


|                                             |  |                    
|-------------------------------------------- |  | -------------------
|Tennessee                                    |  | 22-1326940         
|(State or other jurisdiction of              |  | (I.R.S. Employer   
|incorporation or organization)               |  | Identification No.)
|                                            
|8155 T&B Boulevard
    Memphis, Tennessee    |  | 38125              
|(Address of principal executive
    offices) |  | (Zip Code)         

(901) 252-8000

(Registrants telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ     No o

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.

|                             |  |                     |            | 
|---------------------------- |  | ------------------- | ---------- | 
|                             |  | Outstanding Shares 
|Title of Each Class          |  | at November 8, 2002
|                             |  |                    
|Common Stock, $.10 par value |  |                     | 58,296,040 | 



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TABLE OF CONTENTS



|                                                                 |                                                                                               |                                                 |  |  |  |  |  | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                   
|                                                                 | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                                 |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|                                                                 |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS          
|                                                                 |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|                                                                 | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                 | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                                                 | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION                                      
|                                                                 | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                                                 | ITEM 5. OTHER INFORMATION                                                                    
|                                                                 | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|EX-12 Statement Re: Computation of Ratio                        
|EX-99.1 Certification of Chief Executive Officer                
|EX-99.2 Certification of Chief Financial Officer                



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|                              |  |                                                                                           |                                                                                                                                          |      |    |   | 
|----------------------------- |  | ----------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|                              |  |                                                                                           |                                                                                                                                          | Page
|                              |  |                                                                                           |                                                                                                                                          |     
|PART I. FINANCIAL INFORMATION |  |                                                                                           |                                                                                                                                          |     
|ITEM 1.                       |  | Financial Statements:                                                                     |                                                                                                                                          |      |    |  
|                              |  |                                                                                           | Condensed Consolidated Statements of Operations
    for the Quarters and Nine Months Ended September 29, 2002
    and September 30, 2001 |      |    | 2 | 
|                              |  |                                                                                           | Condensed Consolidated Balance Sheets as of
    September 29, 2002 and December 30, 2001                                                 |      |    | 3 | 
|                              |  |                                                                                           | Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 29, 2002 and
    September 30, 2001              |      |    | 4 | 
|                              |  |                                                                                           | Notes to Condensed Consolidated Financial
    Statements                                                                                 |      |    | 5 | 
|ITEM 2.                       |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |                                                                                                                                          |      | 17 |  
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |                                                                                                                                          |      | 29 |  
|ITEM 4.                       |  | Controls and Procedures                                                                   |                                                                                                                                          |      | 30 |  
|PART II. OTHER INFORMATION    |  |                                                                                           |                                                                                                                                          |     
|ITEM 1.                       |  | Legal Proceedings                                                                         |                                                                                                                                          |      | 30 |  
|ITEM 5.                       |  | Other Information                                                                         |                                                                                                                                          |      | 30 |  
|ITEM 6.                       |  | Exhibits and Reports on Form 8-K                                                          |                                                                                                                                          |      | 30 |  
|Signature                     |  |                                                                                           | 31                                                                                                                                       |     
|CEO Certification             |  |                                                                                           | 31                                                                                                                                       |     
|CFO Certification             |  |                                                                                           | 32                                                                                                                                       |     
|Exhibit Index                 |  |                                                                                           | 34                                                                                                                                       |     

1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1.     FINANCIAL
STATEMENTS

THOMAS & BETTS CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


(Unaudited)


|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |         |  
|------------------------------------------------------------- | ------------------------------------------------------------- | ------------- | ------- | ----------------- | - | ------------- | ------- | ------------- | - | - | --------- | ------- | - | - | --------- | ------- | -
|                                                              |                                                               |               |         |                  
|                                                              |                                                               | Quarter Ended |         | Nine Months Ended
|                                                              |                                                               |               |         |                  
|                                                              |                                                               | September 29, |         | September 30,     |   | September 29, |         | September 30,
|                                                              |                                                               | 2002          |         | 2001              |   | 2002          |         | 2001         
|                                                              |                                                               |               |         |                   |   |               |         |              
|Net sales                                                     |                                                               | $             | 327,469 |                   |   | $             | 373,186 |               |   | $ | 1,010,799 |         |   | $ | 1,155,578 |        
|Cost of sales                                                 |                                                               |               | 245,704 |                   |   |               | 288,738 |               |   |   | 767,756   |         |   |   | 885,913   |        
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|                                                              | Gross margin                                                  |               |         | 81,765            |   |               |         | 84,448        |   |   |           | 243,043 |   |   |           | 269,665 |  
|Selling, general and administrative                           |                                                               |               | 68,342  |                   |   |               | 85,600  |               |   |   | 214,747   |         |   |   | 267,207   |        
|Impairment charges on long-lived assets                       |                                                               |               |        |                   |   |               | 36,637  |               |   |   |          |         |   |   | 36,637    |        
|Provision  restructured operations                           |                                                               |               | 59      |                   |   |               |        |               |   |   | 1,685     |         |   |   |          |        
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|                                                              | Earnings (loss) from operations                               |               |         | 13,364            |   |               |         | (37,789       | ) |   |           | 26,611  |   |   |           | (34,179 | )
|Income (loss) from unconsolidated companies                   |                                                               |               | 936     |                   |   |               | (1,542  | )             |   |   | 2,036     |         |   |   | 2,137     |        
|Interest expense  net                                        |                                                               |               | (10,216 | )                 |   |               | (11,355 | )             |   |   | (28,696   | )       |   |   | (31,853   | )      
|Other expense  net                                           |                                                               |               | (19,472 | )                 |   |               | (483    | )             |   |   | (19,031   | )       |   |   | (2,246    | )      
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|                                                              | Loss before income taxes                                      |               |         | (15,388           | ) |               |         | (51,169       | ) |   |           | (19,080 | ) |   |           | (66,141 | )
|Income tax provision (benefit)                                |                                                               |               | (4,771  | )                 |   |               | (5,558  | )             |   |   | 2,815     |         |   |   | (10,199   | )      
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|                                                              | Net loss before cumulative effect of an
    accounting change |               |         | (10,617           | ) |               |         | (45,611       | ) |   |           | (21,895 | ) |   |           | (55,942 | )
|Cumulative effect of an accounting change                     |                                                               |               |        |                   |   |               |        |               |   |   | (44,815   | )       |   |   |          |        
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Net loss                                                      |                                                               | $             | (10,617 | )                 |   | $             | (45,611 | )             |   | $ | (66,710   | )       |   | $ | (55,942   | )      
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Basic loss per share:                                         |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Net loss before cumulative effect of an
    accounting change |                                                               | $             | (0.18   | )                 |   | $             | (0.78   | )             |   | $ | (0.37     | )       |   | $ | (0.96     | )      
|Cumulative effect of an accounting change                     |                                                               |               |        |                   |   |               |        |               |   |   | (0.77     | )       |   |   |          |        
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Net loss                                                      |                                                               | $             | (0.18   | )                 |   | $             | (0.78   | )             |   | $ | (1.14     | )       |   | $ | (0.96     | )      
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Diluted loss per share:                                       |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Net loss before cumulative effect of an
    accounting change |                                                               | $             | (0.18   | )                 |   | $             | (0.78   | )             |   | $ | (0.37     | )       |   | $ | (0.96     | )      
|Cumulative effect of an accounting change                     |                                                               |               |        |                   |   |               |        |               |   |   | (0.77     | )       |   |   |          |        
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Net loss                                                      |                                                               | $             | (0.18   | )                 |   | $             | (0.78   | )             |   | $ | (1.14     | )       |   | $ | (0.96     | )      
|                                                              |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|Average shares outstanding:                                   |                                                               |               |         |                   |   |               |         |               |   |   |           |         |   |   |           |        
|                                                              | Basic                                                         |               |         | 58,298            |   |               |         | 58,150        |   |   |           | 58,266  |   |   |           | 58,105  |  
|                                                              | Diluted                                                       |               |         | 58,298            |   |               |         | 58,150        |   |   |           | 58,266  |   |   |           | 58,105  |  

The accompanying Notes are an integral part of these Condensed
Consolidated Financial Statements.

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


(Unaudited)


|                                           |                                        |                 |           |              |        |   |           |          |         | 
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ------------ | ------ | - | --------- | -------- | ------- | 
|                                           |                                        | September 29,   |           | December 30,
|                                           |                                        | 2002            |           | 2001        
|                                           |                                        |                 |           |             
|ASSETS                                    
|Current Assets                             |                                        |                 |           |              |        |   |           |         
|                                           | Cash and cash equivalents              |                 | $         | 217,145      |        |   | $         | 234,843  |        
|                                           | Marketable securities                  |                 |           | 53,280       |        |   |           | 6,982    |        
|                                           | Receivables  net                      |                 |           | 190,791      |        |   |           | 188,160  |        
|                                           | Inventories:                           |                 |           |              |        |   |           |          |        
|                                           |                                        | Finished goods  |           |              | 96,441 |   |           |          | 103,450 | 
|                                           |                                        | Work-in-process |           |              | 28,214 |   |           |          | 23,839  | 
|                                           |                                        | Raw materials   |           |              | 73,839 |   |           |          | 64,790  | 
|                                           |                                        |                 |           |              |        |   |           |         
|                                           | Total inventories                      |                 |           | 198,494      |        |   |           | 192,079  |        
|                                           |                                        |                 |           |              |        |   |           |         
|                                           | Deferred income taxes                  |                 |           | 74,407       |        |   |           | 79,821   |        
|                                           | Income tax receivables                 |                 |           |             |        |   |           | 5,779    |        
|                                           | Prepaid expenses                       |                 |           | 8,063        |        |   |           | 13,222   |        
|                                           | Assets held for sale                   |                 |           | 41,539       |        |   |           | 49,417   |        
|                                           |                                        |                 |           |              |        |   |           |         
|Total Current Assets                       |                                        |                 | 783,719   |              |        |   | 770,303   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Property, plant and equipment              |                                        |                 | 683,912   |              |        |   | 690,319   |         
|                                           | Less accumulated depreciation          |                 |           | (392,450     | )      |   |           | (381,239 | )      
|                                           |                                        |                 |           |              |        |   |           |         
|Net property, plant and equipment          |                                        |                 | 291,462   |              |        |   | 309,080   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Goodwill  net                             |                                        |                 | 436,872   |              |        |   | 473,871   |         
|Investments in unconsolidated companies    |                                        |                 | 120,838   |              |        |   | 121,735   |         
|Deferred income taxes                      |                                        |                 | 11,639    |              |        |   | 50,148    |         
|Other assets                               |                                        |                 | 32,482    |              |        |   | 36,473    |         
|                                           |                                        |                 |           |              |        |   |           |         
|Total Assets                               |                                        | $               | 1,677,012 |              |        | $ | 1,761,610 |         
|                                           |                                        |                 |           |              |        |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                        |                 |           |              |        |   |           |         
|                                           | Current maturities of long-term debt   |                 | $         | 110,292      |        |   | $         | 54,002   |        
|                                           | Accounts payable                       |                 |           | 125,042      |        |   |           | 120,688  |        
|                                           | Accrued liabilities                    |                 |           | 145,557      |        |   |           | 176,959  |        
|                                           | Income taxes payable                   |                 |           | 8,392        |        |   |           | 4,060    |        
|                                           |                                        |                 |           |              |        |   |           |         
|Total Current Liabilities                  |                                        |                 | 389,283   |              |        |   | 355,709   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Long-Term Liabilities                      |                                        |                 |           |              |        |   |           |         
|                                           | Long-term debt                         |                 |           | 560,683      |        |   |           | 618,035  |        
|                                           | Other long-term liabilities            |                 |           | 100,347      |        |   |           | 104,581  |        
|Shareholders Equity                       |                                        |                 |           |              |        |   |           |         
|                                           | Common stock                           |                 |           | 5,830        |        |   |           | 5,816    |        
|                                           | Additional paid-in capital             |                 |           | 342,911      |        |   |           | 340,265  |        
|                                           | Retained earnings                      |                 |           | 380,492      |        |   |           | 447,202  |        
|                                           | Unearned compensation-restricted stock |                 |           | (3,490       | )      |   |           | (2,831   | )      
|                                           | Accumulated other comprehensive income |                 |           | (99,044      | )      |   |           | (107,167 | )      
|                                           |                                        |                 |           |              |        |   |           |         
|Total Shareholders Equity                 |                                        |                 | 626,699   |              |        |   | 683,285   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Total Liabilities and Shareholders Equity |                                        | $               | 1,677,012 |              |        | $ | 1,761,610 |         
|                                           |                                        |                 |           |              |        |   |           |         

The accompanying Notes are an integral part of these Condensed
Consolidated Financial Statements.

3



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)


|                                                                 |                                                                       |                                 |         |               |         |   |         |         |         |  
|---------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------- | ------- | ------------- | ------- | - | ------- | ------- | ------- | -
|                                                                 |                                                                       |                                
|                                                                 |                                                                       | Nine Months Ended              
|                                                                 |                                                                       |                                
|                                                                 |                                                                       | September 29,                   |         | September 30,
|                                                                 |                                                                       | 2002                            |         | 2001         
|                                                                 |                                                                       |                                 |         |              
|Cash Flows from Operating Activities:                            |                                                                       |                                 |         |               |         |   |         |        
|Net loss                                                         |                                                                       | $                               | (66,710 | )             |         | $ | (55,942 | )      
|                                                                 | Cumulative effect of an accounting change                             |                                 |         | 44,815        |         |   |         |        |        
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Net loss before cumulative effective of an
    accounting change |                                                                       |                                 | (21,895 | )             |         |   | (55,942 | )      
|Adjustments:                                                     |                                                                       |                                 |         |               |         |   |         |        
|                                                                 | Depreciation and amortization                                         |                                 |         | 38,049        |         |   |         | 61,612  |        
|                                                                 | Impairment charges on long-lived assets                               |                                 |         |              |         |   |         | 36,637  |        
|                                                                 | Provision  restructured operations                                   |                                 |         | 1,685         |         |   |         |        |        
|                                                                 | Undistributed earnings from unconsolidated
    companies              |                                 |         | (2,036        | )       |   |         | (2,137  | )      
|                                                                 | Mark-to-market adjustment for derivative
    instruments              |                                 |         | (593          | )       |   |         | 1,532   |        
|                                                                 | (Gain) loss on sale of property, plant and
    equipment              |                                 |         | (995          | )       |   |         | 98      |        
|                                                                 | Deferred income taxes                                                 |                                 |         | 43,213        |         |   |         | (5,670  | )      
|                                                                 | Changes in operating assets and
    liabilities  net:                |                                 |         |               |         |   |         |         |        
|                                                                 |                                                                       | Receivables                     |         |               | 3,616   |   |         |         | 63,543  |  
|                                                                 |                                                                       | Inventories                     |         |               | (1,264  | ) |         |         | 40,698  |  
|                                                                 |                                                                       | Assets held for sale            |         |               | 7,878   |   |         |         | (25,202 | )
|                                                                 |                                                                       | Accounts payable                |         |               | 1,635   |   |         |         | (22,865 | )
|                                                                 |                                                                       | Accrued liabilities             |         |               | (35,557 | ) |         |         | (40,580 | )
|                                                                 |                                                                       | Income taxes payable/receivable |         |               | 9,980   |   |         |         | (22,248 | )
|                                                                 |                                                                       | Other                           |         |               | 10,468  |   |         |         | 12,609  |  
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Net cash provided by operating activities                        |                                                                       |                                 | 54,184  |               |         |   | 42,085  |        
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Cash Flows from Investing Activities:                            |                                                                       |                                 |         |               |         |   |         |        
|                                                                 | Purchases of and investments in businesses, net
    of $2,744 cash    |                                 |         | (5,079        | )       |   |         |        |        
|                                                                 | Purchases of property, plant and equipment                            |                                 |         | (16,998       | )       |   |         | (26,928 | )      
|                                                                 | Proceeds from sale of property, plant and
    equipment               |                                 |         | 3,603         |         |   |         |        |        
|                                                                 | Proceeds from divestitures of businesses                              |                                 |         |              |         |   |         | 6,000   |        
|                                                                 | Marketable securities acquired                                        |                                 |         | (71,699       | )       |   |         |        |        
|                                                                 | Proceeds from matured marketable securities                           |                                 |         | 24,326        |         |   |         | 969     |        
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Net cash used in investing activities                            |                                                                       |                                 | (65,847 | )             |         |   | (19,959 | )      
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Cash Flows from Financing Activities:                            |                                                                       |                                 |         |               |         |   |         |        
|                                                                 | Decrease in borrowings with original maturities
    less than 90 days |                                 |         |              |         |   |         | (15,830 | )      
|                                                                 | Repayment of long-term debt and other borrowings                      |                                 |         | (9,522        | )       |   |         | (6,330  | )      
|                                                                 | Stock options exercised                                               |                                 |         | 248           |         |   |         |        |        
|                                                                 | Cash dividends paid                                                   |                                 |         |              |         |   |         | (48,753 | )      
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Net cash used in financing activities                            |                                                                       |                                 | (9,274  | )             |         |   | (70,913 | )      
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Effect of exchange-rate changes on cash                          |                                                                       |                                 | 3,239   |               |         |   | (1,641  | )      
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|                                                                 | Net decrease in cash and cash equivalents                             |                                 |         | (17,698       | )       |   |         | (50,428 | )      
|                                                                 | Cash and cash equivalents  beginning
    of period                   |                                 |         | 234,843       |         |   |         | 207,331 |        
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|                                                                 | Cash and cash equivalents  end of
    period                         |                                 | $       | 217,145       |         |   | $       | 156,903 |        
|                                                                 |                                                                       |                                 |         |               |         |   |         |        
|Cash payments for interest                                       |                                                                       | $                               | 41,570  |               |         | $ | 43,664  |        
|Cash payments (refunds) for income taxes                         |                                                                       | $                               | (51,513 | )             |         | $ | 12,822  |        

The accompanying Notes are an integral part of these Condensed
Consolidated Financial Statements.

4



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.     Basis of Presentation

In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments
necessary for the fair presentation of the financial position as
of September 29, 2002 and December 30, 2001 and the
results of operations and cash flows for the periods ended
September 29, 2002 and September 30, 2001.

Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
(GAAP) have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Corporations Annual Report on
Form 10-K for the fiscal period ended December 30,
2001. The results of operations for the periods ended
September 29, 2002 and September 30, 2001 are not
necessarily indicative of the operating results for the full
year.

Certain reclassifications have been made to prior periods to
conform to the current year presentation (See Note 14).

2.     Recently Issued Accounting
Standards

In June 2001, the FASB issued SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. SFAS No. 142
establishes new guidelines for accounting for goodwill and other
intangible assets. In accordance with SFAS No. 142,
goodwill and intangible assets with indefinite lives are not
amortized, but must be tested for impairment at least annually.
The impact of adopting SFAS No. 141 was not material. See
Note 6 related to the adoption of SFAS No. 142.

In July 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. SFAS
No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in
which it is incurred and a corresponding increase in the
carrying amount of the related long-lived asset. SFAS
No. 143 is effective for fiscal years beginning after
June 15, 2002. The impact of adopting SFAS No. 143 is
not expected to be material.

In August 2001, the FASB issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS No. 144 broadens the presentation of
discontinued operations to include more transactions and
eliminates the need to accrue for future operating losses.
Additionally, SFAS No. 144 prohibits the retroactive
classification of assets as held for sale and requires revisions
to the depreciable lives of long-lived assets to be abandoned.
SFAS No. 144 was effective December 31, 2001 for the
Corporation. The impact of adopting SFAS No. 144 was not
material. Prior to the December 31, 2001 adoption of SFAS
No. 144, the Corporation had assets held for sale, which
under the transitional provisions of that pronouncement, will
continue to be accounted for in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of. Under
provisions of SFAS No. 144, depreciation on assets held for
sale was discontinued as of December 30, 2001.

In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical
Corrections. The rescission of

5



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt and SFAS No. 64,
Extinguishments of Debt made to Satisfy Sinking-Fund
Requirements eliminates an exception to general practice
relating to the determination of whether certain items should be
classified as extraordinary. The amendment of SFAS No. 13,
Accounting for Leases affects the accounting method
used by a lessee for certain lease modifications that have
economic effects similar to sale-leaseback transactions. This
pronouncement is effective for transactions entered into after
May 15, 2002. The impact of adopting SFAS No. 145 was
not material.

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 requires all companies to
recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an
exit or disposal plan. SFAS No. 146 is to be applied
prospectively to exit or disposal activities after
December 31, 2002.

3.     Acquisitions

The Corporation completed one acquisition during the third
quarter of 2002 for total consideration of approximately
$8 million in cash. The transaction involved the
Corporation acquiring all outstanding common stock of Group
Thermalliance S.A., a French manufacturer of radiant heaters. A
preliminary allocation of the purchase price to the assets and
liabilities acquired has been performed in accordance with SFAS
No. 141. Goodwill derived from the preliminary purchase
price allocation is approximately $3 million and has been
assigned to the HVAC segment. The Corporation intends to
finalize the purchase price allocation for this transaction
during the fourth quarter 2002. The accompanying Condensed
Consolidated Statements of Operations do not include any
operating results for the acquired entity.

4.     Marketable Securities

At September 29, 2002, Marketable Securities included
approximately $20 million of investments that are pledged
to secure letters of credit relating to certain tax refunds.

5.     Property, Plant and
Equipment

Property, plant and equipment is composed of the following:

|                              |                          |                |          |              |  |   |          |         | 
|----------------------------- | ------------------------ | -------------- | -------- | ------------ |  | - | -------- | ------- | 
|                              |                          | September 29,  |          | December 30,
|                              |                          | 2002           |          | 2001        
|                              |                          |                |          |             
|                              |                          |               
|                              |                          | (In thousands)
|Property, plant and equipment |                          |                |          |              |  |   |          |        
|                              | Land                     |                | $        | 14,321       |  |   | $        | 14,136  | 
|                              | Buildings                |                |          | 152,504      |  |   |          | 154,367 | 
|                              | Machinery and equipment  |                |          | 506,324      |  |   |          | 503,652 | 
|                              | Construction-in-progress |                |          | 10,763       |  |   |          | 18,164  | 
|                              |                          |                |          |              |  |   |          |        
|                              |                          |                | 683,912  |              |  |   | 690,319  |        
|Less accumulated depreciation |                          |                | (392,450 | )            |  |   | (381,239 | )      
|                              |                          |                |          |              |  |   |          |        
|                              |                          | $              | 291,462  |              |  | $ | 309,080  |        
|                              |                          |                |          |              |  |   |          |        

6



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


6.     Goodwill and Other Intangible
Assets

Effective December 31, 2001, the Corporation adopted SFAS
No. 142, which requires a transitional and annual test of
goodwill associated with reporting units for indications of
impairment. During the second quarter 2002, the Corporation
completed its transitional impairment assessment as of
December 31, 2001. No impairment was noted for any
reporting units within the Corporations segments, except
within the HVAC segment. A second more detailed impairment
assessment involving the implied fair value of goodwill resulted
in a non-cash charge of $44.8 million associated with the
Corporations HVAC segment. This transitional charge was
recorded as a cumulative effect of an accounting change in the
Corporations condensed consolidated statement of
operations for the first quarter of 2002. The Corporation
expects to perform its annual impairment assessment in the
fourth quarter of each year, unless circumstances dictate more
frequent assessments.

The following SFAS No. 142 disclosures present the net loss
and related per share amounts in the prior year periods as if
amortization of goodwill had not been recorded. As of
September 29, 2002, the Corporation has $0.9 million
of other intangible assets, net of accumulated amortization,
which it continues to amortize.

|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |        |  
|--------------------------------------- | ---------------------------------------- | ------------- | ------- | ------------------ | - | ------------ | ------- | ----------- | - | - | ----- | ----- |  | - | ------- | ------ | -
|                                        |                                          |              
|                                        |                                          | Quarter Ended
|                                        |                                          |              
|                                        |                                          | September 29, |         |                   
|                                        |                                          | 2002          |         | September 30, 2001
|(In thousands, except per share data)   |                                          |               |         |                   
|                                        |                                          |               |         |                    |   | Add Back     |         |            
|                                        |                                          |               |         |                    |   | Goodwill     |         |            
|                                        |                                          |               |         | As Reported        |   | Amortization |         | As Adjusted
|                                        |                                          |               |         |                    |   |              |         |            
|Loss before income taxes                |                                          | $             | (15,388 | )                  |   | $            | (51,169 | )           |   | $ | 3,907 |       |  | $ | (47,262 | )     
|                                        | Income tax provision (benefit)           |               |         | (4,771             | ) |              |         | (5,558      | ) |   |       | 34    |  |   |         | (5,524 | )
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|Net earnings (loss)                     |                                          | $             | (10,617 | )                  |   | $            | (45,611 | )           |   | $ | 3,873 |       |  | $ | (41,738 | )     
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|Earnings (loss) per common share:       |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|                                        | Basic                                    |               | $       | (0.18              | ) |              | $       | (0.78       | ) |   | $     | 0.07  |  |   | $       | (0.71  | )
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|                                        | Diluted                                  |               | $       | (0.18              | ) |              | $       | (0.78       | ) |   | $     | 0.07  |  |   | $       | (0.71  | )
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|Segment Earnings (Loss):                |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|                                        | Electrical                               |               | $       | 10,836             |   |              | $       | (7,659      | ) |   | $     | 3,006 |  |   | $       | (4,653 | )
|                                        | Steel Structures                         |               |         | 5,190              |   |              |         | 4,835       |   |   |       | 511   |  |   |         | 5,346  |  
|                                        | Communications                           |               |         | (3,961             | ) |              |         | (875        | ) |   |       | 36    |  |   |         | (839   | )
|                                        | HVAC                                     |               |         | 2,294              |   |              |         | 1,005       |   |   |       | 354   |  |   |         | 1,359  |  
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|                                        | Total reportable segment earnings (loss) |               |         | 14,359             |   |              |         | (2,694      | ) |   |       | 3,907 |  |   |         | 1,213  |  
|Provision  restructured operations     |                                          |               | (59     | )                  |   |              |        |             |   |   |      |       |  |   |        |       
|Interest expense  net                  |                                          |               | (10,216 | )                  |   |              | (11,355 | )           |   |   |      |       |  |   | (11,355 | )     
|Impairment charges on long-lived assets |                                          |               |        |                    |   |              | (36,637 | )           |   |   |      |       |  |   | (36,637 | )     
|Other expense  net                     |                                          |               | (19,472 | )                  |   |              | (483    | )           |   |   |      |       |  |   | (483    | )     
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       
|Loss before income taxes                |                                          | $             | (15,388 | )                  |   | $            | (51,169 | )           |   | $ | 3,907 |       |  | $ | (47,262 | )     
|                                        |                                          |               |         |                    |   |              |         |             |   |   |       |       |  |   |         |       

7



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |         |  
|--------------------------------------------------------------------------- | --------------------------------- | ----------------- | ------- | ------------------ | - | ------------ | ------- | ----------- | - | - | ------ | ------ |  | - | ------- | ------- | -
|                                                                            |                                   |                  
|                                                                            |                                   | Nine Months Ended
|                                                                            |                                   |                  
|                                                                            |                                   | September 29,     |         |                   
|                                                                            |                                   | 2002              |         | September 30, 2001
|(In thousands, except per share data)                                       |                                   |                   |         |                   
|                                                                            |                                   |                   |         |                    |   | Add Back     |         |            
|                                                                            |                                   |                   |         |                    |   | Goodwill     |         |            
|                                                                            |                                   |                   |         | As Reported        |   | Amortization |         | As Adjusted
|                                                                            |                                   |                   |         |                    |   |              |         |            
|Loss before income taxes                                                    |                                   | $                 | (19,080 | )                  |   | $            | (66,141 | )           |   | $ | 11,823 |        |  | $ | (54,318 | )      
|                                                                            | Income tax provision (benefit)    |                   |         | 2,815              |   |              |         | (10,199     | ) |   |        | 81     |  |   |         | (10,118 | )
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|Net loss before cumulative effect of an
    accounting change               |                                   | $                 | (21,895 | )                  |   | $            | (55,942 | )           |   | $ | 11,742 |        |  | $ | (44,200 | )      
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|Loss per common share before cumulative effect of
    an accounting change: |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|                                                                            | Basic                             |                   | $       | (0.37              | ) |              | $       | (0.96       | ) |   | $      | 0.20   |  |   | $       | (0.76   | )
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|                                                                            | Diluted                           |                   | $       | (0.37              | ) |              | $       | (0.96       | ) |   | $      | 0.20   |  |   | $       | (0.76   | )
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|Segment Earnings (Loss):                                                    |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|                                                                            | Electrical                        |                   | $       | 12,742             |   |              | $       | (2,764      | ) |   | $      | 9,112  |  |   | $       | 6,348   |  
|                                                                            | Steel Structures                  |                   |         | 14,023             |   |              |         | 13,503      |   |   |        | 1,537  |  |   |         | 15,040  |  
|                                                                            | Communications                    |                   |         | (149               | ) |              |         | (6,797      | ) |   |        | 108    |  |   |         | (6,689  | )
|                                                                            | HVAC                              |                   |         | 3,716              |   |              |         | 653         |   |   |        | 1,066  |  |   |         | 1,719   |  
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|                                                                            | Total reportable segment earnings |                   |         | 30,332             |   |              |         | 4,595       |   |   |        | 11,823 |  |   |         | 16,418  |  
|Provision  restructured operations                                         |                                   |                   | (1,685  | )                  |   |              |        |             |   |   |       |        |  |   |        |        
|Interest expense  net                                                      |                                   |                   | (28,696 | )                  |   |              | (31,853 | )           |   |   |       |        |  |   | (31,853 | )      
|Impairment charges on long-lived assets                                     |                                   |                   |        |                    |   |              | (36,637 | )           |   |   |       |        |  |   | (36,637 | )      
|Other expense  net                                                         |                                   |                   | (19,031 | )                  |   |              | (2,246  | )           |   |   |       |        |  |   | (2,246  | )      
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        
|Loss before income taxes                                                    |                                   | $                 | (19,080 | )                  |   | $            | (66,141 | )           |   | $ | 11,823 |        |  | $ | (54,318 | )      
|                                                                            |                                   |                   |         |                    |   |              |         |             |   |   |        |        |  |   |         |        

7.     Restructuring

Late in 2001, the Corporation began planning and implementing
comprehensive initiatives to streamline production, improve
productivity and reduce costs at its United States, European,
and Mexican electrical products manufacturing facilities.

The manufacturing initiatives have three major components:



| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | Revising manufacturing processes to improve equipment and labor
    productivity;
|
| |  | Consolidating manufacturing capacity; and                                        
|
| |  | Investing in tooling and training to achieve superior levels of
    productivity.

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


As indicated below, the Corporation recorded $49.1 million
in pre-tax charges in the fourth quarter of 2001 and
$31.6 million in pre-tax charges during the nine months
ended September 29, 2002 related to this program. The
components of the 2001 and 2002 pre-tax charges are as follows:

|                                                             |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |        | 
|------------------------------------------------------------ | --------------------------------------- | ----------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ------------ | ------ | ------ |  | - | ----- | ----- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                             |                                         | 4th Quarter |        | 1st Quarter |  | 2nd Quarter |        | 3rd Quarter |  | Year to Date |        |       
|                                                             |                                         | 2001        |        | 2002        |  | 2002        |        | 2002        |  | 2002         |        | Total 
|(In thousands)                                               |                                         |             |        |             |  |             |        |             |  |              |        |       
|Certain costs excluded from
    Electrical segment earnings: |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       
|                                                             | Impairment charges on long-lived assets |             | $      | 30,041      |  |             | $      |            |  |              | $      |       |  |   | $     |      |  |   | $      |       |  |   | $      | 30,041 | 
|                                                             | Provision  restructured operations     |             |        | 11,666      |  |             |        | 1,265       |  |              |        | 361    |  |   |       | 59    |  |   |        | 1,685  |  |   |        | 13,351 | 
|                                                             | Cost of sales                           |             |        | 3,047       |  |             |        |            |  |              |        |       |  |   |       |      |  |   |        |       |  |   |        | 3,047  | 
|                                                             |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       
|Total excluded from Electrical segment earnings              |                                         |             | 44,754 |             |  |             | 1,265  |             |  |              | 361    |        |  |   | 59    |       |  |   | 1,685  |        |  |   | 46,439 |       
|                                                             |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       
|Certain costs reflected in Electrical segment
    earnings:  |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       
|                                                             | Cost of sales                           |             |        | 4,321       |  |             |        | 11,024      |  |              |        | 13,431 |  |   |       | 5,473 |  |   |        | 29,928 |  |   |        | 34,249 | 
|                                                             |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       
|Total reflected in Electrical segment earnings               |                                         |             | 4,321  |             |  |             | 11,024 |             |  |              | 13,431 |        |  |   | 5,473 |       |  |   | 29,928 |        |  |   | 34,249 |       
|                                                             |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       
|Total manufacturing plan costs                               |                                         | $           | 49,075 |             |  | $           | 12,289 |             |  | $            | 13,792 |        |  | $ | 5,532 |       |  | $ | 31,613 |        |  | $ | 80,688 |       
|                                                             |                                         |             |        |             |  |             |        |             |  |              |        |        |  |   |       |       |  |   |        |        |  |   |        |       

The following table summarizes the 2002 and 2001 restructuring
provisions and activity:

|                                     |  |           |        |            |  |          |        |               |  |   |        |   |  |   |       | 
|------------------------------------ |  | --------- | ------ | ---------- |  | -------- | ------ | ------------- |  | - | ------ | - |  | - | ----- | 
|                                     |  | Original  |        | 2002       |  |          |        | Balance at   
|                                     |  | 2001      |        | Provision  |  | 2002     |        | September 29,
|                                     |  | Provision |        | (Recovery) |  | Payments |        | 2002         
|(In thousands)                       |  |           |        |            |  |          |        |              
|Severance and employee-related costs |  | $         | 4,856  |            |  | $        | 1,576  |               |  | $ | (4,759 | ) |  | $ | 1,673 | 
|Idle facility charges (recovery)     |  |           | 4,561  |            |  |          | (1,408 | )             |  |   | (721   | ) |  |   | 2,432 | 
|Purchase order commitments           |  |           |       |            |  |          | 1,471  |               |  |   | (716   | ) |  |   | 755   | 
|Other facility exit costs            |  |           | 2,249  |            |  |          | 46     |               |  |   | (656   | ) |  |   | 1,639 | 
|                                     |  |           |        |            |  |          |        |               |  |   |        |   |  |   |       | 
|                                     |  | $         | 11,666 |            |  | $        | 1,685  |               |  | $ | (6,852 | ) |  | $ | 6,499 | 
|                                     |  |           |        |            |  |          |        |               |  |   |        |   |  |   |       | 

8.     Basic and Fully Diluted
Earnings Per Share

Basic earnings per share are computed by dividing net earnings
(loss) by the weighted-average number of shares of common stock
outstanding during the period. Diluted earnings per share are
computed by dividing net earnings (loss) by the sum of
(1) the weighted-average number of shares of common stock
outstanding during the period and (2) the dilutive effect
of the assumed exercise of stock options using the treasury
stock method. Due to the net losses for the quarter and nine-

9



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


month periods of 2002 and 2001, the assumed net exercise of
stock options in those periods was excluded, as the effect would
have been anti-dilutive.

9.     Income Taxes

In the first quarter 2002, the Corporation elected to take
advantage of recent changes in U.S. tax laws that allow
companies to extend the carryback period for certain federal net
operating losses from two to five years. The Corporation filed
its 2001 and amended prior years federal tax returns to reflect
this decision and carried back and realized all federal net
operating losses that existed as of December 30, 2001.
Accordingly, the Corporation became eligible to receive cash tax
refunds of approximately $65 million, of which
approximately $46 million was received in April 2002.
Approximately $19 million, including interest of
approximately $3.3 million, was received in July 2002. In
the first quarter of 2002, these events resulted in an
$11.0 million net tax charge to earnings comprised of a
$22.9 million tax charge from converting certain foreign
tax credits into foreign tax deductions and an
$11.9 million tax benefit from releasing a federal
valuation allowance as of December 30, 2001 on deferred tax
assets associated with minimum pension liabilities. As a result
of these events, long-term deferred income tax assets as of
December 30, 2001, which were classified as a long-term
asset Deferred income taxes in the accompanying
balance sheet as of that date, were reclassified to income tax
receivables during the first quarter of 2002. These receivables
were subsequently collected during 2002.

During the second quarter 2002, the Corporation recorded a tax
benefit of $2.2 million as a result of the favorable
completion of several tax audits and a reduction of worldwide
tax exposures.

Realization of the deferred tax assets is dependent upon the
Corporations ability to generate sufficient future taxable
income and, if necessary, execution of its tax planning
strategies. Management believes that it is more-likely-than-not
that future taxable income and tax planning strategies, based on
tax laws in effect as of September 29, 2002, will be
sufficient to realize the recorded deferred tax assets, net of
existing valuation allowances at September 29, 2002.
Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning
strategies in making this assessment. Projected future taxable
income is based on managements forecast of the operating
results of the Corporation, and there can be no assurance that
such results will be achieved. Management periodically reviews
such forecasts in comparison with actual results and expected
trends. Management has identified certain tax planning
strategies that it could utilize to avoid the loss carryforwards
expiring prior to their realization. These tax planning
strategies include primarily sales of non-core assets. In the
event management determines that sufficient future taxable
income, in light of tax planning strategies, may not be
generated to fully realize the net deferred tax assets, the
Corporation will increase valuation allowances by a charge to
income tax expense in the period of such determination.
Additionally, if events change in subsequent periods which
indicate that a previously recorded valuation allowance is no
longer needed, the Corporation will decrease the valuation
allowance by providing an income tax benefit in the period of
such determination.

10



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


10.     Comprehensive Income
(Loss)

Total comprehensive income (loss) and its components are as
follows:

|                                         |  |               |         |                   |  |               |         |               |  |   |         |   |  |   |         |  
|---------------------------------------- |  | ------------- | ------- | ----------------- |  | ------------- | ------- | ------------- |  | - | ------- | - |  | - | ------- | -
|                                         |  |               |         |                  
|                                         |  | Quarter Ended |         | Nine Months Ended
|                                         |  |               |         |                  
|                                         |  | September 29, |         | September 30,     |  | September 29, |         | September 30,
|                                         |  | 2002          |         | 2001              |  | 2002          |         | 2001         
|(In thousands)                           |  |               |         |                   |  |               |         |              
|Net loss                                 |  | $             | (10,617 | )                 |  | $             | (45,611 | )             |  | $ | (66,710 | ) |  | $ | (55,942 | )
|Foreign currency translation adjustments |  |               | (2,557  | )                 |  |               | (5,545  | )             |  |   | 8,201   |   |  |   | (11,778 | )
|Unrealized gains (losses) on securities  |  |               | 14      |                   |  |               | 11      |               |  |   | (78     | ) |  |   | (50     | )
|                                         |  |               |         |                   |  |               |         |               |  |   |         |   |  |   |         |  
|Comprehensive loss                       |  | $             | (13,160 | )                 |  | $             | (51,145 | )             |  | $ | (58,587 | ) |  | $ | (67,770 | )
|                                         |  |               |         |                   |  |               |         |               |  |   |         |   |  |   |         |  

11.     Derivative Instruments

The Corporation is exposed to market risk from changes in raw
material commodity prices, foreign-exchange rates, and interest
rates. The Corporation may, at times, enter into various hedging
transactions to reduce those risks. The Corporation does not
enter into commodity or foreign currency or interest-rate
transactions for speculative purposes.



| |                              
| | -----------------------------
| | Commodities Futures Contracts

The Corporation is exposed to risk from fluctuating prices for
certain commodities used to manufacture its products, primarily:
copper, zinc and aluminum. At times, some of that risk is hedged
through the use of futures contracts that fix the price the
Corporation will pay for the commodity. These derivative
instruments, if any, have not been designated as hedging
instruments and do not qualify for hedge accounting treatment
under the provisions of SFAS No. 133 and SFAS No. 138.
As of September 29, 2002 and December 30, 2001, the
Corporation had outstanding commodities futures contracts of
$2.4 million and $11.5 million, respectively.
Mark-to-market gains and losses for commodities futures are
recorded in cost of sales.



| |                                   
| | ----------------------------------
| | Forward Foreign Exchange Contracts

From time to time, the Corporation utilizes forward foreign
exchange contracts for the sale or purchase of certain foreign
currencies. These derivative instruments, if any, have not been
designated as hedging instruments and do not qualify for hedge
accounting treatment under the provisions of SFAS No. 133
and SFAS No. 138. The Corporation had no outstanding
forward foreign exchange contracts as of September 29, 2002
and December 30, 2001. Mark-to-market gains and losses for
forward foreign exchange contracts are recorded in other
expense  net.



| |                              
| | -----------------------------
| | Interest Rate Swap Agreements

During September 2002, the Corporation entered into interest
rate swap agreements (interest swaps) that
effectively convert $250 million notional amount of debt
from a fixed interest rate to a floating interest rate based on
a six-month average of LIBOR plus the applicable spread. The

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


interest rate swaps qualify for the short-cut method of
accounting for a fair value hedge under SFAS No. 133. The
in-the-money fair value of the interest swaps totaled
$2.5 million and is classified in other long-term assets as
of September 29, 2002. An off-setting increase in the fair
value of debt hedged has been reflected in the applicable debt
balance as of September 29, 2002. As of September 29,
2002, the Corporation had interest rate swap agreements totaling
a notional amount of $250 million with one-third maturing
in each of the years 2006, 2008 and 2009. The amount to be paid
or received under the interest rate swap agreements is recorded
as a component of net interest expense.

The gain (loss) impact of commodities futures contracts, forward
foreign exchange contracts and interest swaps in the statement
of operations for the quarter and nine months ended
September 29, 2002 and September 30, 2001 was as
follows:

|                                   |  |               |      |                   |  |               |     |               |  |   |     |  |  |   |        |  
|---------------------------------- |  | ------------- | ---- | ----------------- |  | ------------- | --- | ------------- |  | - | --- |  |  | - | ------ | -
|                                   |  |               |      |                  
|                                   |  | Quarter Ended |      | Nine Months Ended
|                                   |  |               |      |                  
|                                   |  | September 29, |      | September 30,     |  | September 29, |     | September 30,
|                                   |  | 2002          |      | 2001              |  | 2002          |     | 2001         
|(In thousands)                     |  |               |      |                   |  |               |     |              
|Commodities futures                |  | $             | (559 | )                 |  | $             | 194 |               |  | $ | 422 |  |  | $ | (682   | )
|Forward foreign exchange contracts |  |               |     |                   |  |               |    |               |  |   |    |  |  |   | (850   | )
|Interest rate swaps                |  |               | 171  |                   |  |               |    |               |  |   | 171 |  |  |   |       |  
|                                   |  |               |      |                   |  |               |     |               |  |   |     |  |  |   |        |  
|                                   |  | $             | (388 | )                 |  | $             | 194 |               |  | $ | 593 |  |  | $ | (1,532 | )
|                                   |  |               |      |                   |  |               |     |               |  |   |     |  |  |   |        |  

12.     Debt

The Corporations long-term debt at September 29, 2002
and December 30, 2001 was:

|                            |  |               |         |              |  |   |         | 
|--------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                            |  | September 29, |         | December 30,
|                            |  | 2002          |         | 2001        
|(In thousands)              |  |               |         |             
|Notes payable (See Note 11) |  | $             | 607,530 |              |  | $ | 605,110 | 
|Non-U.S. borrowings         |  |               | 55,639  |              |  |   | 49,776  | 
|Industrial revenue bonds    |  |               | 7,055   |              |  |   | 11,155  | 
|Other                       |  |               | 751     |              |  |   | 5,996   | 
|                            |  |               |         |              |  |   |         | 
|                            |  |               | 670,975 |              |  |   | 672,037 | 
|Less current portion        |  |               | 110,292 |              |  |   | 54,002  | 
|                            |  |               |         |              |  |   |         | 
|Long-term debt              |  | $             | 560,683 |              |  | $ | 618,035 | 
|                            |  |               |         |              |  |   |         | 

13.     Segment Disclosures

The Corporation has four reportable segments: Electrical, Steel
Structures, Communications and HVAC. The Electrical segment
manufactures and sells a broad package of electrical connectors,
components and accessories consisting primarily of fasteners,
connectors, fittings, metal framing, boxes and covers for use in
industrial, commercial, residential and utility construction,
renovation and maintenance applications. The Steel Structures
segment includes steel transmission poles and towers used for
utility, cellular, lighting and municipal applications. The
Communications

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


segment produces and sells a package of drop-line hardware,
connectors, fasteners, grounding materials, and various
components for use in cable television, telecommunications and
data communications applications. The HVAC segment includes
heating and ventilation products for commercial and industrial
applications.

The Corporations reportable segments are based on a
combination of product lines and channels to market, and
represent the primary mode used to assess allocation of
resources and performance. Management evaluates each
segments profit or loss performance based on earnings
before interest and taxes; foreign exchange gains and losses;
impairments; restructuring; and certain other charges. The
Corporation has no material inter-segment sales.

|                                                  |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |           |  
|------------------------------------------------- | --------------------------------- | ------------- | ------- | ----------------- | - | ------------- | ------- | ------------- | - | - | ------- | --------- | - | - | ------- | --------- | -
|                                                  |                                   |               |         |                  
|                                                  |                                   | Quarter Ended |         | Nine Months Ended
|                                                  |                                   |               |         |                  
|                                                  |                                   | September 29, |         | September 30,     |   | September 29, |         | September 30,
|                                                  |                                   | 2002          |         | 2001              |   | 2002          |         | 2001         
|(In thousands)                                    |                                   |               |         |                   |   |               |         |              
|Net sales:                                        |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          
|                                                  | Electrical                        |               | $       | 255,793           |   |               | $       | 289,007       |   |   | $       | 777,469   |   |   | $       | 900,687   |  
|                                                  | Steel Structures                  |               |         | 32,028            |   |               |         | 35,050        |   |   |         | 100,734   |   |   |         | 104,712   |  
|                                                  | Communications                    |               |         | 15,110            |   |               |         | 25,690        |   |   |         | 67,805    |   |   |         | 81,609    |  
|                                                  | HVAC                              |               |         | 24,538            |   |               |         | 23,439        |   |   |         | 64,791    |   |   |         | 68,570    |  
|                                                  |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          
|                                                  | Total net sales                   |               | $       | 327,469           |   |               | $       | 373,186       |   |   | $       | 1,010,799 |   |   | $       | 1,155,578 |  
|                                                  |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          
|Segment earnings (loss):                          |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          
|                                                  | Electrical                        |               | $       | 10,836            |   |               | $       | (7,659        | ) |   | $       | 12,742    |   |   | $       | (2,764    | )
|                                                  | Steel Structures                  |               |         | 5,190             |   |               |         | 4,835         |   |   |         | 14,023    |   |   |         | 13,503    |  
|                                                  | Communications                    |               |         | (3,961            | ) |               |         | (875          | ) |   |         | (149      | ) |   |         | (6,797    | )
|                                                  | HVAC                              |               |         | 2,294             |   |               |         | 1,005         |   |   |         | 3,716     |   |   |         | 653       |  
|                                                  |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          
|                                                  | Total reportable segment earnings |               |         | 14,359            |   |               |         | (2,694        | ) |   |         | 30,332    |   |   |         | 4,595     |  
|Impairment, restructure and other special charges |                                   |               | (59     | )                 |   |               | (36,637 | )             |   |   | (1,685  | )         |   |   | (36,637 | )        
|Interest expense  net                            |                                   |               | (10,216 | )                 |   |               | (11,355 | )             |   |   | (28,696 | )         |   |   | (31,853 | )        
|Other expense  net                               |                                   |               | (19,472 | )                 |   |               | (483    | )             |   |   | (19,031 | )         |   |   | (2,246  | )        
|                                                  |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          
|Loss before income taxes                          |                                   | $             | (15,388 | )                 |   | $             | (51,169 | )             |   | $ | (19,080 | )         |   | $ | (66,141 | )        
|                                                  |                                   |               |         |                   |   |               |         |               |   |   |         |           |   |   |         |          

As of September 29, 2002, goodwill by reportable segment
was approximately $372 million for Electrical,
$61 million for Steel Structures, $1 million for
Communications and $3 million for HVAC.

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


14.     Reclassifications

To conform to current year presentation, research and
development costs have been reclassified to cost of sales and
amortization of intangibles has been reclassified to selling,
general and administrative in the prior year condensed
consolidated statement of operations. The table below reflects
these reclassifications.

|                                           |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |         |        |      |   |           |         |      |  
|------------------------------------------ | --------------------- | ----------------------------- | ------- | ----------- | ---- | ----------- | ------- | ----------- | ---- | ---------- | ------- | ------ | ---- | - | ------- | ------ | ---- | - | --------- | ------- | ---- | -
|                                           |                       |                              
|                                           |                       | 2001                         
|                                           |                       |                              
|                                           |                       | 1st Quarter                   |         | 2nd Quarter |      | 3rd Quarter |         | 4th Quarter |      | Total Year
|                                           |                       |                               |         |             |      |             |         |             |      |           
|                                           |                       |                              
|                                           |                       | (In thousands)               
|Net sales                                  |                       | $                             | 396,948 |             |      | $           | 385,444 |             |      | $          | 373,186 |        |      | $ | 341,913 |        |      | $ | 1,497,491 |        
|Cost of sales                              |                       |                               | 305,063 |             |      |             | 292,112 |             |      |            | 288,738 |        |      |   | 293,851 |        |      |   | 1,179,764 |        
|                                           |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |         |        |      |   |           |        
|                                           | Gross margin          |                               |         | 91,885      |      |             |         | 93,332      |      |            |         | 84,448 |      |   |         | 48,062 |      |   |           | 317,727 |     
|                                           |                       | Gross margin  % of net sales |         |             | 23.1 | %           |         |             | 24.2 | %          |         |        | 22.6 | % |         |        | 14.1 | % |           |         | 21.2 | %
|Selling, general and administrative (SG&A) |                       |                               | 93,030  |             |      |             | 88,577  |             |      |            | 85,600  |        |      |   | 73,840  |        |      |   | 341,047   |        
|                                           | SG&A  % of net sales |                               |         | 23.4        | %    |             |         | 23.0        | %    |            |         | 22.9   | %    |   |         | 21.6   | %    |   |           | 22.8    | %   
|Impairment charges on long-lived assets    |                       |                               |        |             |      |             |        |             |      |            | 36,637  |        |      |   | 46,644  |        |      |   | 83,281    |        
|Provision  restructured operations        |                       |                               |        |             |      |             |        |             |      |            |        |        |      |   | 11,666  |        |      |   | 11,666    |        
|                                           |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |         |        |      |   |           |        
|Earnings (loss) from operations            |                       | $                             | (1,145  | )           |      | $           | 4,755   |             |      | $          | (37,789 | )      |      | $ | (84,088 | )      |      | $ | (118,267  | )      
|                                           |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |         |        |      |   |           |        

15.     Contingencies



| |                       
| | ----------------------
| | Shareholder Litigation

During 2000 certain shareholders of the Corporation filed five
separate class-action suits in the United States District Court
for the Western District of Tennessee against the Corporation,
Clyde R. Moore and Fred R. Jones. The complaints allege fraud
and violations of Section 10(b) and 20(a) of the Securities
Exchange Act of 1934, as amended, and Rule 10b-5
thereunder. The plaintiffs allege that purchasers of the
Corporations common stock between April 28, 1999 and
August 21, 2000, were damaged when the market value of the
stock dropped by nearly 29% on December 15, 1999, dropped
nearly 26% on June 20, 2000 and fell another 8% on
August 22, 2000. An unspecified amount of damages is sought.

On December 12, 2000, the Court issued an order
consolidating all five of the actions into a single action. The
consolidated complaint essentially repeats the allegations in
the earlier complaints. On April 9, 2002, the
U.S. District Court for the Western District of Tennessee
entered an Order granting in part and denying in part the
Corporations Motion to Dismiss in the shareholder class
action lawsuit. The Court dismissed allegations against Clyde
Moore, former chief executive officer, and Fred Jones, former
chief financial officer, for violations of Section 10(b)
and Rule 10b-5 under the Securities Exchange Act of 1934.
The Court also granted KPMGs Motion to Dismiss in a
parallel shareholder class-action lawsuit.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


On July 24, 2002, the Court refrained from establishing a
schedule for pre-trial discovery in this case. The Court instead
ordered that the parties enter into formal mediation proceedings.

On October 2, 2002, the parties executed a memorandum of
understanding to settle the consolidated class action suit and
subsequently filed a Stipulation and Agreement of Settlement
with the Court. Under the terms of the Stipulation and
Agreement, which is subject to approval by the Court, all claims
against the Corporation, Mr. Moore and Mr. Jones will
be dismissed in their entirety without admission of liability or
wrongdoing. The plaintiffs would receive $46.5 million in
cash. The Corporations directors and officers insurance
carriers paid into an escrow account approximately
$27.5 million of the settlement. The Corporation recorded a
pre-tax charge of approximately $19 million in the third
quarter of 2002 for its portion of the settlement and paid this
amount into an escrow account in early October 2002. On
November 5, 2002, the Court ordered a fairness hearing on
the Stipulation and Agreement for December 20, 2002.

Should the Court deny the parties request to approve the
settlement, the Corporation intends to contest the litigation
vigorously. At this time, the Corporation is unable to predict
the outcome of this litigation and its ultimate effect, if any,
on the financial condition of the Corporation should the
settlement not be approved by the Court. However, management
believes that there are meritorious defenses to the claims.
Should the litigation continue, Mr. Moore and
Mr. Jones may be entitled to indemnification by the
Corporation in connection with this litigation.



| |                  
| | -----------------
| | SEC Investigation

Soon after issuing the August 21, 2000 press release
announcing substantial charges in the second fiscal quarter of
2000, the Corporation received an informal request for
information regarding the basis of the charges from the staff of
the Securities and Exchange Commission (the
Commission) Enforcement Division. In response, the
Corporation collected and produced the bulk of the documents
requested and various former and current employees were
interviewed telephonically by the Commissions staff.

On January 4, 2001, the Commission issued a Formal Order of
Investigation and subsequently required the production of
additional documents, conducted interviews and took the
testimony of certain current and former employees. During the
second quarter of 2002, the Corporation certified to the
Commission that it had completed the document production.
Management is unable to express any opinion regarding the future
course of this investigation; however, the Corporation intends
to fully cooperate with the Commission during this process.



| |                    
| | -------------------
| | Other Legal Matters

The Corporation is also involved in legal proceedings and
litigation arising in the ordinary course of business. In those
cases where the Corporation is the defendant, plaintiffs may
seek to recover large and sometimes unspecified amounts, or
other types of relief and some matters may remain unresolved for
several years. Such matters may be subject to many uncertainties
and outcomes are not predictable with assurance. The Corporation
has provided for losses to the extent probable and estimable;
however, additional losses, even though not anticipated, could
be material with respect to financial position, results of
operations or liquidity in any given period.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


16.     Leviton Manufacturing Co.,
Inc.

Prior to 2002, the Corporation recorded its investment in
Leviton Manufacturing Co., Inc. (Leviton) using the
equity method. The Corporations ability to exercise
significant influence effectively ended in January 2002 with the
retirement of the Corporations primary liaison between
Levitons management and the Corporation. In addition, the
Corporations current management does not have a
relationship with Levitons management at this time from
which it could exercise such influence were it so inclined. In
light of these developments, the Corporation determined that it
no longer has the ability to influence the operating and
financial policies of Leviton. Therefore, GAAP requires that the
Corporation adopt the cost method of accounting for this
investment on a prospective basis beginning in the first quarter
of 2002. The Corporation adopted the cost method of accounting
for its investment in Leviton beginning in the first quarter
of 2002.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)









|        |                                                  
|------- | -------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Comparison of Periods in 2002 with Periods in 2001

Consolidated Results

|                                            |  |                    |         |                       |  |           |       |          |  |   |         |   |  |  |       |  
|------------------------------------------- |  | ------------------ | ------- | --------------------- |  | --------- | ----- | -------- |  | - | ------- | - |  |  | ----- | -
|                                            |  |                   
|                                            |  | Quarter Ended     
|                                            |  |                   
|                                            |  |                    |         |                      
|                                            |  | September 29, 2002 |         | September 30, 2001(a)
|                                            |  |                    |         |                      
|                                            |  | In                 |         | % of Net              |  | In        |       | % of Net
|                                            |  | Thousands          |         | Sales                 |  | Thousands |       | Sales   
|                                            |  |                    |         |                       |  |           |       |         
|Net sales                                   |  | $                  | 327,469 |                       |  |           | 100.0 |          |  | $ | 373,186 |   |  |  | 100.0 |  
|Gross margin                                |  |                    | 81,765  |                       |  |           | 25.0  |          |  |   | 84,448  |   |  |  | 22.6  |  
|Selling, general and administrative         |  |                    | 68,342  |                       |  |           | 20.9  |          |  |   | 85,600  |   |  |  | 22.9  |  
|Provision  restructured operations         |  |                    | 59      |                       |  |           |      |          |  |   |        |   |  |  |      |  
|Earnings (loss) from operations             |  |                    | 13,364  |                       |  |           | 4.1   |          |  |   | (37,789 | ) |  |  | (10.1 | )
|Income (loss) from unconsolidated companies |  |                    | 936     |                       |  |           | 0.3   |          |  |   | (1,542  | ) |  |  | (0.4  | )
|Interest expense  net                      |  |                    | (10,216 | )                     |  |           | (3.1  | )        |  |   | (11,355 | ) |  |  | (3.0  | )
|Other expense  net                         |  |                    | (19,472 | )                     |  |           | (6.0  | )        |  |   | (483    | ) |  |  | (0.1  | )

|                                     |  |                    |           |                       |  |           |       |          |  |   |           |   |  |  |       |  
|------------------------------------ |  | ------------------ | --------- | --------------------- |  | --------- | ----- | -------- |  | - | --------- | - |  |  | ----- | -
|                                     |  |                   
|                                     |  | Nine Months Ended 
|                                     |  |                   
|                                     |  |                    |           |                      
|                                     |  | September 29, 2002 |           | September 30, 2001(a)
|                                     |  |                    |           |                      
|                                     |  | In                 |           | % of Net              |  | In        |       | % of Net
|                                     |  | Thousands          |           | Sales                 |  | Thousands |       | Sales   
|                                     |  |                    |           |                       |  |           |       |         
|Net sales                            |  | $                  | 1,010,799 |                       |  |           | 100.0 |          |  | $ | 1,155,578 |   |  |  | 100.0 |  
|Gross margin                         |  |                    | 243,043   |                       |  |           | 24.0  |          |  |   | 269,665   |   |  |  | 23.3  |  
|Selling, general and administrative  |  |                    | 214,747   |                       |  |           | 21.2  |          |  |   | 267,207   |   |  |  | 23.1  |  
|Provision  restructured operations  |  |                    | 1,685     |                       |  |           | 0.2   |          |  |   |          |   |  |  |      |  
|Earnings (loss) from operations      |  |                    | 26,611    |                       |  |           | 2.6   |          |  |   | (34,179   | ) |  |  | (3.0  | )
|Income from unconsolidated companies |  |                    | 2,036     |                       |  |           | 0.2   |          |  |   | 2,137     |   |  |  | 0.2   |  
|Interest expense  net               |  |                    | (28,696   | )                     |  |           | (2.8  | )        |  |   | (31,853   | ) |  |  | (2.8  | )
|Other expense  net                  |  |                    | (19,031   | )                     |  |           | (1.9  | )        |  |   | (2,246    | ) |  |  | (0.2  | )



---



|    |  |                                                                                                                                                                                                                                                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | To conform to current year presentation, research and
    development costs have been reclassified to cost of sales and
    amortization of intangibles has been reclassified to selling,
    general and administrative in the prior year condensed
    consolidated statement of operations.



| |                                    
| | -----------------------------------
| | Manufacturing Restructuring Program

In December 2001, the Corporation announced a comprehensive
manufacturing consolidation and efficiency program. The program
affects approximately two-thirds of the Corporations total
manufacturing operations, including all electrical products
manufacturing plants in the United States, Europe and Mexico,
and has three primary components: consolidating manufacturing
capacity, improving processes and investing in tooling and
equipment.

17



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##### Table of Contents



The Corporation expects on-going pre-tax savings of
approximately $45 to $50 million annually from the
manufacturing restructuring program. Since beginning the program
in late 2001, the Corporation has incurred $80.7 million in
charges related to the manufacturing restructuring program. The
Corporation recorded $49.1 million in pre-tax charges in
the fourth quarter 2001 and $31.6 million during the first
nine months of 2002, of which $5.5 million were recorded in
the third quarter of 2002. The Corporation may incur a final,
nominal charge in the fourth quarter of 2002 as the
manufacturing restructuring program draws to an end. Total
charges associated with the project are expected to be at the
low end of managements $80 to $90 million original
estimate.



| |          
| | ---------
| | Net Sales

Sales for the third quarter 2002 were $327.5 million, down
12.3% compared to the same period last year. For the first nine
months of 2002, the Corporation reported sales of
$1.0 billion, down 12.5% on a year-over-year basis. The
sales decline is due mainly to continued weakness in the
Corporations U.S. commercial and industrial markets
and the divestiture or discontinuation of certain non-strategic
product lines. Excluding divested or discontinued product lines,
sales were down 7.4% and 7.0% from the third quarter and first
nine months of 2001, respectively.



| |             
| | ------------
| | Gross Margin

The Corporations gross margin for the third quarter 2002
was 25.0% of sales, compared to 22.6% in the same period last
year. For the first nine months of 2002, the Corporations
gross margin as a percent of sales was 24.0% as compared to
23.3% in the same period last year. Several factors, including
lower manufacturing costs; lower freight expense; and improved
pricing in the Electrical segment, contributed to the
improvement. The Corporations short-term goal is to
achieve a gross margin of at least 30% as a percentage of sales
when demand strengthens in its core markets.

The current quarters gross margin includes $5.5 million in
charges associated with final stages of a previously announced
manufacturing restructuring program and $4.6 million reserved
for exposure associated with the bankruptcy of a major customer
in the Corporations Communications segment. Third quarter
2001 gross margin includes $3.2 million of other asset
write-offs associated with the sale of lighting product lines
and $3.3 million of severance costs related to a rationalization
program.

For the first nine months of 2002, $29.9 million in charges
associated with the manufacturing restructuring program,
$5.7 million in cessation of depreciation on assets held
for sale, and $4.6 million reserved for exposure associated with
the bankruptcy of a major customer in the Corporations
Communications segment impacted gross margin. Gross margin for
the first nine months of 2001 includes $3.2 million of other
asset write-offs associated with the sale of lighting product
lines and $3.3 million of severance costs related to a
rationalization program.



| |         
| | --------
| | Expenses

Selling, general and administrative (SG&A) expense, as a
percent of sales, improved year-over-year. SG&A was
$68.3 million, or 20.9% of sales in the quarter just ended,
compared to $85.6 million, or 22.9% of sales, in the third
quarter 2001. For the nine-month period just ended, SG&A was
$214.7 million, or 21.2% of sales, compared to
$267.2 million, or 23.1% of sales, for the first nine
months of 2001. The improvement in SG&A is primarily due to
actions taken over the past several quarters to align sales and
support functions with sales levels and to tightly manage
expenses. Prior year periods included $1.5 million of
severance costs related to a rationalization program. The
elimination of goodwill amortization also contributed to lower
SG&A. The Corporations short-term

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If goodwill amortization had not been reported in the prior
year, SG&A for 2001 would have been $81.7 million, or
21.9% of sales for the third quarter and $255.4 million, or
22.1% of sales for the nine months ended.



| |                                
| | -------------------------------
| | Earnings (Loss) from Operations

Earnings from operations were $13.4 million for the third
quarter 2002 compared to a loss of $37.8 million in the
third quarter 2001. The current quarters operating
earnings include $5.5 million in charges associated with
final stages of a previously announced manufacturing
restructuring program and $4.6 million reserved for
exposure associated with the bankruptcy of a major customer in
the Corporations Communications segment. Third quarter
2001 operating earnings include $3.9 million in goodwill
amortization and $44.6 million in charges comprised of
$39.8 million related to the sale of the Corporations
American Electric and Dark-to-Light lighting product lines and
$4.8 million of severance costs related to a
rationalization program.

Earnings from operations for the first nine months of 2002 were
$26.6 million compared to a $34.2 million loss from
operations in the comparable period last year. For the first
nine months of 2002, $31.6 million in charges associated
with the manufacturing restructuring program, $5.7 million
in cessation of depreciation on assets held for sale, and
$4.6 million reserved for exposure associated with the
bankruptcy of a major customer in the Corporations
Communications segment impacted earnings from operations.
Earnings from operations for the first nine months of 2001
include $11.8 million in goodwill amortization and
$44.6 million comprised of $39.8 million in charges
related to the sale of the Corporations American Electric
and Dark-to-Light lighting product lines and $4.8 million
of severance costs related to a rationalization program.



| |                                            
| | -------------------------------------------
| | Income (Loss) from Unconsolidated Companies

Income from unconsolidated companies was $0.9 million for
the third quarter 2002 compared to a loss of $1.5 million
for the third quarter of 2001. The Corporation reported
$2.0 million in earnings from unconsolidated companies in
the first nine months of 2002, compared to earnings of
$2.1 million in the year-earlier period. Effective the
beginning of fiscal year 2002, the Corporation changed its
method of accounting for its investment in Leviton Manufacturing
Co., Inc. from the equity to the cost method. See also
Note 16 in the Notes to Condensed Consolidated Financial
Statements.



| |                       
| | ----------------------
| | Interest Expense  Net

Net interest expense in the third quarter 2002 was
$10.2 million, compared with $11.4 million recorded a
year ago. Net interest expense in the third quarter 2002
reflects a $0.2 million reduction associated with interest
rate swap agreements completed during September 2002 that
effectively converted $250 million notional amount of debt from
a fixed interest rate to a floating interest rate based on a
six-month moving average of LIBOR plus the applicable spread.
The prior year third quarter included a $0.5 million charge
for termination fees associated with a previous line of credit.
The 2002 year-to-date net interest expense was
$28.7 million compared to $31.9 million for the same
period in 2001. The decrease in year-to-date net interest
expense is due primarily to interest income of $3.3 million
recorded in the second quarter 2002 associated with income tax
refunds. The Corporations interest income included in net
interest expense was $1.2 million and $1.3 million for

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| |                    
| | -------------------
| | Other Expense  Net

Other expense  net in the third quarter 2002 was
$19.5 million, compared with $0.5 million recorded a
year ago. The 2002 year-to-date other expense 
net was $19.0 million compared to $2.2 million for the
same period in 2001. The current year quarter and nine months
ended included $19.0 million related to the settlement of a
consolidated securities class-action lawsuit. See also
Note 15 in the Notes to Condensed Consolidated Financial
Statements.



| |             
| | ------------
| | Income Taxes

The effective income tax rate in the third quarter 2002 was a
benefit of (31%) compared to a benefit of (10.9%) in 2001. The
lower rate in 2001 reflects impairment charges in long-lived
assets, which were largely related to non-deductible goodwill.

The effective income tax rate for the nine-month period 2002 was
a provision of 14.8% compared to a benefit of (15.4%) in 2001.
The current nine-month period effective tax rate reflects an
$11.0 million net tax charge recorded in the first quarter
of 2002 and a tax benefit of $2.2 million recorded in the
second quarter of 2002. The net tax charge recorded in the first
quarter is comprised of a $22.9 million tax charge related
to converting certain foreign tax credits into foreign tax
deductions and an $11.9 million tax benefit from releasing
a federal valuation allowance as of December 30, 2001 on
deferred tax assets associated with minimum pension liabilities.
The tax benefit recorded in the second quarter is a result of
completing several tax audits and a reduction of worldwide tax
exposures. The effective tax rate in 2001 reflects impairment
charges in long-lived assets, which were largely related to
non-deductible goodwill. See also Note 9 in the Notes to
Condensed Consolidated Financial Statements.



| |                                          
| | -----------------------------------------
| | Cumulative Effect of an Accounting Change

During the second quarter of 2002, the Corporation completed its
transitional evaluation of goodwill as of the beginning of 2002
as required under the new accounting standard SFAS No. 142.
Consequently, the Corporation revised its first quarter 2002
financial statements to reflect a $44.8 million non-cash
charge for an impairment of goodwill associated with its HVAC
segment. This charge reflects the cumulative effect of adopting
the accounting change and does not affect day-to-day operations
of the Corporation. See Note 6 in the Notes to Condensed
Consolidated Financial Statements.



| |         
| | --------
| | Net Loss

The Corporation reported a net loss of $10.6 million, or
$0.18 loss per share, in the quarter just ended. The current
quarter includes $3.8 million net-of-tax ($5.5 million
pre-tax) in charges associated with the final stages of a
previously announced manufacturing restructuring program,
$3.2 million net-of-tax ($4.6 million pre-tax)
reserved for exposure associated with the bankruptcy of a major
customer in the Corporations Communications segment and a
$13.1 million net-of-tax charge ($19.0 million
pre-tax) related to the settlement of a consolidated securities
class-action lawsuit. In the third quarter last year, the
Corporation reported a $45.6 million loss, or a $0.78 loss
per share, which, when adjusted for the elimination of goodwill
amortization in accordance with SFAS No. 142, would have
been a net loss of $41.7 million, or a loss per share of
$0.71. Third quarter 2001 results also include
$41.1 million net-of-tax charges ($44.6 million
pre-tax) comprised

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The Corporations year-to-date net loss was
$66.7 million, or $1.14 loss per share, compared to a loss
of $55.9 million, or $0.96 loss per share, in the year-ago
period. When adjusted for the elimination of goodwill
amortization, nine-month 2001 results would improve by
$11.7 million. Results for the first nine months of 2002
include $21.8 million net-of-tax charges
($31.6 million pre-tax) associated with the manufacturing
restructuring program, $13.1 million net-of-tax charge
($19.0 million pre-tax) for the settlement of the
consolidated securities class-action lawsuit, and a
$44.8 million goodwill impairment charge. The year-to-date
results also reflect the cessation of depreciation totaling
$3.9 million (pre-tax $5.7 million) on assets held for
sale. Results for the first nine months of 2001 include
$41.1 million in net-of-tax charges ($44.6 million
pre-tax) comprised of $37.8 million ($39.8 million
pre-tax) in charges relating to the sale of the
Corporations American Electric and Dark-to-Light lighting
product lines and $3.3 million ($4.8 million pre-tax)
of severance costs related to a rationalization program.

Segment Results

The Corporation has four reportable segments: Electrical, Steel
Structures, Communications, and HVAC. The Corporation evaluates
each segments profit or loss performance based on earnings
before interest and taxes; foreign exchange gains and losses;
impairments; restructuring; and certain other charges.



| |           
| | ----------
| | Electrical

Third quarter 2002 sales for the Electrical segment were
$255.8 million, down 11.5% from the same period last year.
Year-to-date sales for the Electrical segment were
$777.5 million for 2002, down 13.7% from the
$900.7 million for the same period of 2001. Excluding
divested and discontinued product sales, third quarter and
year-to-date Electrical segment sales were down 5.1% and 6.6%,
respectively, due largely to continued weakness in
U.S. commercial and industrial construction markets,
original equipment manufacturing markets and lower
across-the-board capital spending by domestic manufacturers.

Electrical segment earnings were $10.8 million in the third
quarter 2002 versus a loss of $7.7 million in the third
quarter 2001. Year-to-date earnings for the Electrical segment
were $12.7 million for 2002 versus a year-to-date loss of
$2.8 million for 2001. When adjusted for the elimination of
goodwill amortization in accordance with SFAS 142, the
segment would have reported a loss of $4.7 million and
earnings of $6.3 million in the 2001 quarter and
year-to-date periods, respectively. The improvement in
Electrical segment performance is due to the many actions taken
by the Corporation to lower manufacturing, freight, and SG&A
expenses as well as improved selling prices.

Both the 2002 and 2001 third quarter and year-to-date segment
results were adversely impacted by various charges. Segment
results for the third quarter include $5.5 million for
manufacturing restructuring in 2002 and $7.1 million for
asset disposition and severance costs in 2001. Segment results
for the nine-month periods include $29.9 million
manufacturing restructuring program costs in 2002 and
$7.1 million for asset disposition and severance costs in
2001.

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| |                 
| | ----------------
| | Steel Structures

Third quarter 2002 sales in the Steel Structures segment were
$32.0 million compared to $35.1 million in the
year-ago period. The year-to-date segment sales decreased to
$100.7 million for 2002 from $104.7 million for 2001.

Segment earnings for third quarter 2002 were $5.2 million
compared to $4.8 million recorded in the third quarter last
year. Year-to-date segment earnings were $14.0 million for
2002 and $13.5 million for 2001. On a comparable basis if
goodwill amortization had not been recorded in the prior year,
the earnings for 2001 would have been $5.3 million and
$15.0 million for the quarter and nine-month periods,
respectively. Demand in this segment has softened due to delayed
spending by utilities on expanding the power transmission grid.



| |               
| | --------------
| | Communications

Sales in the Corporations Communications segment were
$15.1 million in the third quarter 2002 compared to
$25.7 million in the same quarter 2001. For the nine-month
period, the segment reported sales of $67.8 million for
2002 versus $81.6 million for 2001. The segment recorded a
$4.0 million loss in the quarter compared to a
$0.9 million loss in the year-earlier period. The
year-to-date segment results reflect a loss of $0.1 million
for 2002 versus a loss of $6.8 million for the same period
in 2001. On a comparable basis if goodwill amortization had not
been recorded in the prior year, the earnings for 2001 would
have been $0.8 million and $6.7 million for the
quarter and nine-month periods, respectively.

Both sales and earnings for 2002 were adversely impacted by a
$4.6 million charge for exposure associated with the
bankruptcy of a large customer in the cable TV industry. The
results for 2002 reflect the cessation of depreciation on assets
held for sale which had a positive impact on segment and
consolidated results of $1.8 million and $5.7 million,
respectively, for the quarter and nine months ended
September 29, 2002. Although the Corporation has
significantly reduced costs in the segment, telecommunications
and broadband markets remain severely depressed.



| |     
| | ----
| | HVAC

Sales in the HVAC segment were $24.5 million for the third
quarter 2002, up slightly from the year-earlier period.
Year-to-date segment sales decreased to $64.8 million for
2002 from $68.6 million for 2001. The continued weakness in
commercial and industrial markets negatively affected segment
sales.

The segment reported earnings of $2.3 million in the
current year quarter, an improvement over the $1.0 million
reported in the third quarter 2001. Segment earnings were
$3.7 million in the current year-to-date period versus
earnings of $0.7 million in the prior year period. On a
comparable basis, if goodwill amortization had not been recorded
in the prior year, the third quarter earnings for 2001 would
have been $1.4 million and the year-to-date earnings for
2001 would have been $1.7 million. Although market demand
remains at historically low levels, tight expense controls
helped boost segment performance. Segment earnings do not
include any operating results for the entity acquired during the
third quarter of 2002.

Critical Accounting Policies

The preparation of financial statements contained in this Report
requires the use of estimates and assumptions to determine
certain amounts reported as net sales, costs, expenses, assets
or liabilities and certain amounts disclosed as contingent
assets or liabilities.

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There can be no assurance that actual results will not differ
from those estimates or assumptions. The Corporations
significant accounting policies are described in Note 1 of
the Notes to Consolidated Financial Statements in the
Corporations Annual Report on Form 10-K for the
fiscal period ended December 30, 2001. Management believes
the Corporations most critical accounting policies
include: Revenue Recognition; Inventory Valuation; Impairment of
Long-Lived Assets; Income Taxes; and Environmental Costs.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue Recognition:The Corporation recognizes revenue
    in accordance with the Securities and Exchange Commissions
    Staff Accounting Bulletin No. 101. The Corporation
    recognizes revenue when finished products are shipped to
    unaffiliated customers and both title and risks of ownership are
    transferred. Sales discounts, quantity and price rebates,
    allowances and warranty costs are estimated based on contractual
    commitments and experience and recorded in the period in which
    the sale is recognized. Certain customers have the right to
    return goods under certain circumstances and those returns,
    which are reasonably estimable, are accrued at the time of
    shipment. Management analyzes historical returns and allowances,
    current economic trends and specific customer circumstances when
    evaluating the adequacy of accounts receivable related reserves
    and accruals.                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Inventory Valuation:The Corporation periodically
    evaluates the carrying value of its inventories to ensure they
    are carried at the lower of cost or market. Such evaluation is
    based on managements judgment and use of estimates. Such
    estimates incorporate inventory quantities on-hand, sales
    forecasts and gross margins for particular product groupings,
    planned dispositions of product lines and overall industry
    trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Impairment of Long-Lived Assets:The Corporation follows
    the provisions of Statement of Financial Accounting Standards
    (SFAS) No. 142, Goodwill and Other
    Intangible Assets. SFAS No. 142 requires a
    transitional and annual test of goodwill associated with
    reporting units for indications of impairment. Under the
    provisions of SFAS No. 142, during the second quarter 2002
    the Corporation was required to identify its reporting units,
    determine the fair value of each reporting unit as of
    December 31, 2001, and compare the fair value to the
    reporting units carrying amount as of December 31,
    2001. To the extent a reporting units carrying amount
    exceeds its fair value, an indication exists that the reporting
    units goodwill may be impaired and the Corporation must
    perform a second more detailed impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of its recognized and unrecognized
    assets and liabilities in order to determine the implied fair
    value of the reporting units goodwill as of the assessment
    date. The implied fair value of the reporting units
    goodwill is then compared to the carrying amount of goodwill to
    quantify an impairment charge as of the assessment date.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Subsequent to the adoption, all the above procedures must also
    be updated prior to the Corporations 2002 year-end to
    determine if an indication exists during 2002 that a reporting
    units goodwill has become impaired since the adoption date
    and, if applicable, to quantify an impairment charge during
    2002. An impairment charge as of adoption is recognized net of
    tax as the cumulative effect of an accounting change in the
    statement of operations as of the beginning of 2002. An
    impairment charge, if any, subsequent to the adoption would be
    recorded to operating income.
|
| | Effective December 31, 2001, the Corporation adopted SFAS
    No. 142. During the second quarter 2002, the Corporation
    completed its transitional impairment assessment as of
    December 31, 2001. No impairment was noted for any
    reporting units within the Corporations segments, except
    within the HVAC segment. A second more detailed impairment                                                                                                                                                                                                                                                           

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | assessment involving the implied fair value of goodwill resulted
    in a net-of-tax, non-cash charge of $44.8 million
    associated with the Corporations HVAC segment. This
    transitional charge has been recorded as a cumulative effect of
    an accounting change in the Corporations consolidated
    statement of operations for the first quarter of 2002. The
    Corporation expects to perform its annual impairment assessment
    in the fourth quarter of each year, unless circumstances dictate
    more frequent assessments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Effective December 30, 2001, the Corporation adopted the
    provisions of SFAS No. 144, Accounting for the
    Impairment or Disposal of Long-Lived Assets. SFAS
    No. 144 establishes accounting standards for the impairment
    of long-lived assets such as property, plant and equipment and
    certain intangible assets. For purposes of recognizing and
    measuring impairment of long-lived assets, the Corporation
    evaluates assets for associated product groups. The Corporation
    reviews long-lived assets to be held-and-used for impairment at
    least annually or whenever events or changes in circumstances
    indicate that the carrying amount of the assets may not be
    recoverable. If the sum of the undiscounted expected future cash
    flows over the remaining useful life of the primary asset in the
    associated product groups is less than the carrying amount of
    the assets, the assets are considered to be impaired. Impairment
    losses are measured as the amount by which the carrying amount
    of the assets exceeds the fair value of the assets. When fair
    values are not available, the Corporation estimates fair value
    using the expected future cash flows discounted at a rate
    commensurate with the risks associated with the recovery of the
    assets. Assets to be disposed of are reported at the lower of
    carrying amount of fair value less costs to sell.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Income Taxes:The Corporation uses the asset and
    liability method of accounting for income taxes. That method
    recognizes the expected future tax consequences of temporary
    differences between book and tax bases of assets and liabilities
    and provides a valuation allowance based on a
    more-likely-than-not criteria. The Corporation has valuation
    allowances for deferred tax assets primarily associated with
    state operating loss carryforwards, tax credit carryforwards and
    deferred state income tax assets. Realization of the deferred
    tax assets is dependent upon the Corporations ability to
    generate sufficient future taxable income and, if necessary,
    execution of its tax planning strategies. Management believes
    that it is more-likely-than-not that future taxable income,
    based on enacted tax law in effect as of September 29,
    2002, will be sufficient to realize the recorded deferred tax
    assets net of existing valuation allowances. Management
    considers the scheduled reversal of deferred tax liabilities,
    projected future taxable income and tax planning strategies,
    which involve estimates and uncertainties, in making this
    assessment. Tax planning strategies include primarily sales of
    non-core assets. Projected future taxable income is based on
    managements forecast of the operating results of the
    Corporation. Management periodically reviews such forecasts in
    comparison with actual results and expected trends. In the event
    management determines that sufficient future taxable income, in
    light of tax planning strategies, may not be generated to fully
    realize net deferred tax assets, the Corporation will increase
    valuation allowances by a charge to income tax expense in the
    period of such determination.
|
| |  | Environmental Costs:Environmental expenditures that
    relate to current operations are expensed or capitalized, as
    appropriate. Remediation costs that relate to an existing
    condition caused by past operations are accrued when it is
    probable that those costs will be incurred and can be reasonably
    estimated based on evaluations of current available facts
    related to each site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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Liquidity and Capital Resources

For the nine months ended September 29, 2002, the
Corporations cash and cash equivalents decreased to
$217.1 million from $234.8 million at
December 30, 2001. The $54.2 million of cash provided
by operating activities was offset by $65.8 million used in
investing activities and $9.3 million used in financing
activities.



| |                     
| | --------------------
| | Operating Activities

Operating activities provided cash of $54.2 million in the
first nine months of 2002 as compared to cash provided by
operating activities of $42.1 million for the year-ago
period. Operating activities for 2002 reflect the positive
impact of $65 million of cash tax refunds received which
were offset somewhat by a $20 million payment for a
previously announced patent lawsuit settlement and approximately
$37 million of costs paid for the manufacturing
restructuring program. Cash provided from operations in 2001 was
primarily a result of a significant reduction in accounts
receivable.

As of September 29, 2002, the Corporations working
capital (total current assets less total current liabilities)
was $394.4 million, down $20.2 million from
December 30, 2001. This year-to-date net reduction in
working capital reflects an increase in current maturities of
long-term debt, a reduction in current income tax asset
accounts, and a reduction in assets held for sale, which were
partially offset by a reduction in accrued liabilities, an
increase in net cash (cash, cash equivalents, and marketable
securities), and a modest increase in inventories. The reduction
in accrued liabilities reflects a $20 million payment
during 2002 of a previously accrued patent lawsuit settlement.
The increase in inventories is due largely to seasonality in the
Corporations HVAC business, the need to support equipment
moves related to the Electrical segments manufacturing
restructuring program, and increased inventory resulting from a
third quarter 2002 acquisition in the HVAC segment.

Year-to-date 2002 cash flow activities associated with assets
held for sale reflect primarily a reduction in Communications
segment inventory since December 30, 2001. Year-to-date
2001 cash flow activities reflect American Electric and
Dark-to-Light lighting held for sale assets as of
September 30, 2001 that were subsequently sold on
October 19, 2001.

During the fourth quarter 2001, the Corporation recorded an
expense of $27 million for settlement of a patent
infringement lawsuit. The Corporation paid $20 million
related to this settlement in the first quarter of 2002 and the
remaining $7 million was paid in October 2002.

The Corporation became eligible to receive approximately
$65 million in cash tax refunds as a result of the
Corporations decision to extend the carryback period for
net operating losses from two to five years as allowed under the
Job Creation and Worker Assistance Act of 2002. The Corporation
received approximately $46 million in cash tax refunds
during the second quarter 2002 and the remaining
$19 million in late July 2002.



| |                     
| | --------------------
| | Investing Activities

The Corporation acquired $71.7 million of marketable
securities during the first nine months of 2002. Of the total
securities acquired, approximately $20 million of
investments are pledged to secure letters of credit relating to
certain tax refunds. The Corporation had proceeds from matured
marketable securities of approximately $24.3 million during
2002 as compared to $1.0 million of proceeds for the same
period in 2001.

During the first nine months of 2002, the Corporation had
capital expenditures totaling $17.0 million, down from
$26.9 million for the same period in 2001. The Corporation
intends to

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Investing activities for 2002 include proceeds of
$3.6 million from the sale of property, plant and equipment
that resulted in a gain of $1.0 million. In addition, the
Corporation acquired the outstanding common stock of a French
manufacturer of radiant heaters for total consideration of
approximately $8 million cash (approximately
$5 million, net of acquired cash) during the third quarter
of 2002. The acquisition was accounted for using the purchase
method of accounting, which gave rise to approximately
$3 million of goodwill. Proceeds from divestitures of
businesses for 2001 of $6.0 million relate primarily to the
February 2001 sale of the Corporations copper and zinc
ground rods product line.



| |                     
| | --------------------
| | Financing Activities

At September 29, 2002, net debt (total debt less cash, cash
equivalents and marketable securities) was $400.6 million,
down from the net debt total of $430.2 million as of
December 30, 2001. Financing activities used cash during
the first nine months of 2002 to repay approximately
$9.5 million of debt. This compares to the first nine
months of 2001 when $22.2 million was used to repay debt
and $48.8 million was used to pay dividends. As of
September 29, 2002, the Corporation has current maturities
of long-term debt of $110.3 million. Of the total current
debt,
50 million
(approximately US$49 million as of September 29, 2002)
is due November 2002 and $60 million is due February 2003.
Management currently intends to pay these debt maturities from
cash resources.



| |                  
| | -----------------
| | Credit Facilities

The Corporation has a $100 million committed revolving
credit facility with a bank group which is secured by, among
other things, inventory and equipment located in the United
States. Availability under the facility as of September 29,
2002 was $49 million before considering outstanding letters
of credit of $35 million at September 29, 2002. This
credit facility is subject to, among other things, limitations
on equipment disposals, additional debt, liens and movement of
equipment, and minimum liquidity requirements. This facility
matures in November 2003. There were no borrowings outstanding
under this facility as of September 29, 2002.

The Corporation has a committed revolving credit facility with a
Canadian bank which had availability as of September 29,
2002 of approximately CAD$30 million (approximately
US$19 million as of September 29, 2002). This facility
is secured by inventory and accounts receivable located in
Canada. This facility matures in March 2004. There were no
borrowings outstanding under this facility as of
September 29, 2002.

The Corporation has the option, at the time of drawing funds
under either of the facilities discussed above, of selecting an
interest rate based on a number of benchmarks including LIBOR,
the federal funds rate, or the prime rate of the agent bank.

The credit facilities contain standard covenants restricting
investments, liens, debt, dispositions of collateral, and the
payment of dividends, unless certain conditions are met. Also
included are financial covenants regarding minimum liquidity and
capital expenditures. The credit facilities contain standard
events of default such as covenant default and cross-default.
The Corporation is in compliance with all covenants or other
requirements set forth in its credit agreements. Further, the
Corporation does not have any rating downgrade triggers that
would accelerate the maturity dates of its debt. However, a
downgrade in the Corporations credit rating could
adversely affect the Corporations ability to renew
existing, or obtain access to new, credit facilities in the
future and could increase the cost of such facilities.

26



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##### Table of Contents





| |                          
| | -------------------------
| | Off-Balance Sheet Program

In September 2001, the Corporation established an
asset-securitization program. The program, as amended, permits
the Corporation to continually sell accounts receivable through
September 20, 2003, to a maximum of $120 million as
needed as a source of liquidity. As of September 29, 2002,
availability under this facility was approximately
$62 million. The amount of accounts receivable sold from
time to time depends on the level of eligible accounts
receivable and restrictions on concentrations of receivables. At
September 29, 2002, no receivables have been sold under
this program.

Except for the asset securitization program described in the
preceding paragraph, at September 29, 2002, the Corporation
did not have any other relationships with unconsolidated
entities or financial partnerships (often referred to as
structured finance or special purpose entities) which were
established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes.



| |      
| | -----
| | Other

Cash and cash equivalents at September 29, 2002 included
$19 million earmarked as payment for the settlement of the
securities class action suit. Under the agreement, which is
subject to final court approval, the plaintiffs will receive
$46.5 million in cash. The $19 million, which represents
the portion not covered by insurance, will remain in escrow
until the court approves the settlement and it is distributed.

Total dividends paid to shareholders were $48.8 million for
the first nine months of 2001. On July 24, 2001, the
Corporations Board of Directors approved a change in the
Corporations dividend payment practices and elected to
retain its future earnings to fund the development and growth of
its business. The Corporation does not presently anticipate
declaring any cash dividends on the Corporations common
stock in the foreseeable future. Future decisions concerning the
payment of cash dividends on the Corporations common stock
will depend upon its results of operations, financial condition,
capital expenditure plans and other factors that the Board of
Directors may consider relevant. The Corporations
revolving credit agreements contain provisions that could
restrict, as a practical matter, the Corporations ability
to pay dividends during the term of those agreements.

Including the asset-securitization facility discussed above, the
Corporations aggregate availability of funds as of
September 29, 2002 is approximately $130 million
before considering outstanding letters of credit. Availability
under the revolving credit facilities and the
asset-securitization facility increases or decreases with
fluctuations in the value of the underlying collateral and is
subject to the satisfaction of various covenants. These are back
up facilities which the Corporation currently does not expect to
utilize in the foreseeable future.

As a result of the current operating results, the Corporation
may not be able to access the public capital markets on
acceptable terms or rates or in a timely manner and future
borrowings could be at higher rates or on more stringent terms.
The Corporation currently expects to fund expenditures for
capital requirements as well as other liquidity needs from a
combination of cash generated from operations, existing cash
balances, and proceeds from assets held for sale. These sources
should be sufficient to meet the Corporations operating
needs for the foreseeable future.

27



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##### Table of Contents



2002 Outlook

Management expects fourth quarter 2002 sales to be approximately
flat year-over-year. Assuming no change in sales volume,
managements goal is to achieve fourth quarter operating
earnings as a percent of sales in the mid- to high-single
digits. Management expects the fourth quarter to generate strong
operating cash flows resulting in a year-end net cash (cash,
cash equivalents, and marketable securities) position of
approximately $240 million, including the $19 million
held in escrow for the settlement of the securities class action
suit.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Report includes various forward-looking statements
regarding the Corporation which are subject to risks and
uncertainties. Forward-looking statements include information
concerning future results of operations and financial condition.
Statements that contain words such as believes,
expects, anticipates,
intends, estimates,
continue, should, could,
may, plan, project,
predict, will or similar expressions are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties, and many factors could
affect the future financial results of the Corporation.
Accordingly, actual results may differ materially from those
expressed or implied by the forward-looking statements contained
in this Report. For those statements, the Corporation claims the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.

There are many factors that could cause actual results to differ
materially from those in forward-looking statements, some of
which are beyond the control of the Corporation. These factors
include, but are not limited to:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Economic weakness and recession in the U.S. or the
    Corporations other main markets, including Canada and
    Western Europe;                                                                                                                                                                                                                                                                              
|
| |  | Effects of significant changes in monetary or fiscal policies in
    the U.S. and abroad which could result in major currency
    fluctuations, including fluctuations in the Canadian dollar,
    Euro and British pound;                                                                                                                                                                                     
|
| |  | Significant changes in governmental policies domestically and
    abroad which could create trade restrictions, patent enforcement
    issues, adverse tax-rate changes and changes to tax treatment of
    items such as tax credits, withholding taxes, transfer pricing
    and other income and expense recognition for tax purposes,
    including changes in taxation of income generated in Puerto Rico;
|
| |  | Changes in environmental regulations and projected remediation
    technology advances that could impact expectations of
    remediation expenses;                                                                                                                                                                                                                                                             
|
| |  | Undiscovered liabilities arising from past acquisitions and
    dispositions of businesses;                                                                                                                                                                                                                                                                                                                    
|
| |  | Unexpected liabilities resulting from legal matters and risks
    associated with the coverage and cost of insurance;                                                                                                                                                                                                                                                                                          
|
| |  | Unexpected liabilities resulting from pending or future tax
    examinations;                                                                                                                                                                                                                                                                                                                                  
|
| |  | Realization of deferred tax assets, which is dependent upon
    gathering sufficient taxable income prior to their expiration
    and the Corporations tax planning strategies;                                                                                                                                                                                                                               
|
| |  | Availability and pricing of commodities and raw materials,
    especially steel, needed for the production of the
    Corporations products;                                                                                                                                                                                                                                                                  

28



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Changes in customer demand for various products of
    Thomas & Betts that could affect its overall product
    mix, margins, plant utilization levels and asset valuations or
    simultaneous disruptions with a group of large customers;                                          
|
| |  | Changes in creditworthiness of major customers and suppliers;                                                                                                                                                                                                                         
|
| |  | Recoverability of long-lived assets, which could be impacted if
    the estimated future operating cash flows are not achieved;                                                                                                                                                       
|
| |  | Impact of interest rate and market value changes on earnings,
    cash flows and the Corporations investments and borrowings
    and on the investments associated with the Corporations
    benefit plans; and                                                                     
|
| |  | Failure to achieve estimated savings net of estimated costs in
    connection with the Corporations comprehensive program to
    streamline production, improve productivity and reduce costs in
    its U.S., European and Mexican electrical products manufacturing
    facilities.

The Corporation undertakes no obligation to revise the
forward-looking statements included in this Report to reflect
any future events or circumstances. The Corporations
actual results, performance or achievements could differ
materially from the results expressed in, or implied by, these
forward-looking statements.

For additional information about business risks facing the
Corporation, investors should review Part I,
Item 7  Managements Discussion and
Analysis of Financial Condition and Results of
Operations  Business Risks of the
Corporations Annual Report on Form 10-K for the
fiscal period ended December 30, 2001.






|        |                                                           
|------- | ----------------------------------------------------------
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the period ended September 29, 2002, the Corporation
did not experience any material changes in market risk, except
as noted below, that affect the quantitative and qualitative
disclosures presented in its Annual Report on Form 10-K for
the fiscal period ended December 30, 2001.

The Corporation is exposed to the impact of interest rate
changes and intends to manage its fixed-rate debt as a
percentage of net debt. The Corporation uses interest rate
swaps, at certain times, to manage the impact of benchmark
interest rate changes on the market value of its borrowings and
to lower the Corporations overall borrowing costs. The
Corporation does not enter into interest rate swaps for
speculative purposes.

During September 2002, the Corporation entered into interest
rate swap agreements which effectively convert $250 million
of the Corporations notes payable from fixed interest
rates to floating interest rates based upon a six-month moving
average of LIBOR plus the applicable spread. If interest rates
remain at September 29, 2002 levels, the agreements should
reduce interest expense by approximately $1 million per
quarter, beginning in the fourth quarter 2002. The agreements
effectively convert the Corporations debt from 100% fixed
to a 63/37 fixed-to-floating ratio. As the Corporation pays down
maturing debt over the coming months from cash resources, the
fixed-to-floating ratio should drop to 55/45. The amount to be
paid or received under the agreements is recorded as a component
of net interest expense.

29



---



##### Table of Contents



The following table provides information regarding the interest
swap agreements.

|               |        |               |  |                   |  |                     |        |  |  |  |       | 
|-------------- | ------ | ------------- |  | ----------------- |  | ------------------- | ------ |  |  |  | ----- | 
|               |        |               |  |                   |  | Weighted Average   
|               |        |               |  |                   |  | Variable Rates Paid
|Notional       |        | Expected      |  | Fixed Rates       |  | During the         
|Amount         |        | Maturity Date |  | Received          |  | Third Quarter 2002 
|               |        |               |  |                   |  |                    
|(In Thousands) |        |               |  |                   |  |                    
|$              | 83,333 |               |  | January 15, 2006  |  |                     | 6.500% |  |  |  | 5.15% | 
|               | 83,333 |               |  | May 7, 2008       |  |                     | 6.625% |  |  |  | 4.61% | 
|               | 83,333 |               |  | February 10, 2009 |  |                     | 6.390% |  |  |  | 4.16% | 






|        |                        
|------- | -----------------------
|ITEM 4. | CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Report, the
Corporation carried out an evaluation, under the supervision and
with the participation of the Corporations Disclosure
Committee and senior management, including T. Kevin
Dunnigan, the Corporations Chief Executive Officer and
John P. Murphy, the Corporations Chief Financial
Officer, of the effectiveness of the design and operation of the
Corporations disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Corporations disclosure controls and
procedures are effective in timely alerting them to material
information relating to the Corporation (including its
consolidated subsidiaries) required to be included in the
Corporations periodic SEC filings.






PART II. OTHER INFORMATION







ITEM 1.     LEGAL
PROCEEDINGS


See Note 15, Contingencies, in the Notes to
Condensed Consolidated Financial Statements included herein.




ITEM 5.     OTHER
INFORMATION

(a) See Cautionary Statement Regarding
Forward-Looking Statements included in Item 2 hereof.




ITEM 6.     EXHIBITS AND
REPORTS ON FORM 8-K

(a) The following exhibits are filed as part of this Report:

| |      |  |  |                                                                                                                                                    
| | ---- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | 12   |  |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                 
| | 99.1 |  |  | Certification of Chief Executive Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.
| | 99.2 |  |  | Certification of Chief Financial Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

On July 24, 2002, the Corporation filed a Current Report on
Form 8-K, Items 5, 7 and 9, commenting on its
financial results for the second fiscal quarter of 2002.

On August 12, 2002, the Corporation filed a Current Report
on Form 8-K reporting the submission of sworn statements by
the Chief Executive Officer and Chief Financial Officer to the
Securities and Exchange Commission.

30



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##### Table of Contents



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.



| |                           
| | --------------------------
| | THOMAS & BETTS CORPORATION
| | (Registrant)              



| |     |                   
| | --- | ------------------
| | By: | /s/ JOHN P. MURPHY

| |                              
| | -----------------------------
| |                              
| | John P. Murphy               
| | Senior Vice President and    
| | Chief Financial Officer      
| | (principal financial officer)

Date: November 11, 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

UNDER


SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14


I, T. Kevin Dunnigan, certify that:



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) I have reviewed this Quarterly Report on Form 10-Q
    of Thomas & Betts Corporation;                                                                                                                                                                                                                                                             
|
| | (2) Based on my knowledge, this quarterly report does not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | (3) Based on my knowledge, the financial statements, and
    other financial information included in this quarterly report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the Registrant as of,
    and for, the periods presented in this quarterly report;                       
|
| | (4) The Registrants other certifying officers and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the Registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Designed such disclosure controls and procedures to
    ensure that material information relating to the Registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;
|
| | (ii) Evaluated the effectiveness of the Registrants
    disclosure controls and procedures as of a date within
    90 days prior to the filing date of this quarterly report
    (Evaluation Date); and                                                                                                         
|
| | (iii) Presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                              

31



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##### Table of Contents





| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) The Registrants other certifying officers and I
    have disclosed, based on our most recent evaluation, to the
    Registrants auditors and the Audit Committee of the
    Registrants Board of Directors (or persons performing the
    equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) All significant deficiencies in the design or operation
    of internal controls which could adversely affect the
    Registrants ability to record, process, summarize and
    report financial data and have identified for the
    Registrants auditors any material weaknesses in internal
    controls; and
|
| | (ii) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    Registrants internal controls; and                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) The Registrants other certifying officers and I
    have indicated in this quarterly report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of the most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

Dated this 11th day of November 2002.



| |                                  
| | ---------------------------------
| | /s/ T. KEVIN DUNNIGAN            
| |                                  
| | T. Kevin Dunnigan                
| | Chairman, Chief Executive Officer
| | and President                    

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

UNDER


SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14


I, John P. Murphy, certify that:



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) I have reviewed this Quarterly Report on Form 10-Q
    of Thomas & Betts Corporation;                                                                                                                                                                                                                                                             
|
| | (2) Based on my knowledge, this quarterly report does not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | (3) Based on my knowledge, the financial statements, and
    other financial information included in this quarterly report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the Registrant as of,
    and for, the periods presented in this quarterly report;                       
|
| | (4) The Registrants other certifying officers and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the Registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Designed such disclosure controls and procedures to
    ensure that material information relating to the Registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;

32



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##### Table of Contents





| |                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Evaluated the effectiveness of the Registrants
    disclosure controls and procedures as of a date within
    90 days prior to the filing date of this quarterly report
    (Evaluation Date); and
|
| | (iii) Presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                     



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) The Registrants other certifying officers and I
    have disclosed, based on our most recent evaluation, to the
    Registrants auditors and the Audit Committee of the
    Registrants Board of Directors (or persons performing the
    equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) All significant deficiencies in the design or operation
    of internal controls which could adversely affect the
    Registrants ability to record, process, summarize and
    report financial data and have identified for the
    Registrants auditors any material weaknesses in internal
    controls; and
|
| | (ii) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    Registrants internal controls; and                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) The Registrants other certifying officers and I
    have indicated in this quarterly report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of the most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

Dated this 11th day of November 2002.



| |                          
| | -------------------------
| | /s/ JOHN P. MURPHY       
| |                          
| | John P. Murphy           
| | Senior Vice President and
| | Chief Financial Officer  

33



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##### Table of Contents



EXHIBIT INDEX

| |      |  |  |                                                                                                                                                    
| | ---- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | 12   |  |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                 
| | 99.1 |  |  | Certification of Chief Executive Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.
| | 99.2 |  |  | Certification of Chief Financial Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.

34